97


 unrelinquished, unstayed or unterminated for a period of
 60 days; or

 (vii) any additional proceeding similar to those referred to
 in paragraph (i), (ii), (iii), (iv), (v) or (vi) above
 for the relief of financially distressed debtors under
 the laws of the United States or The Republic of Panama
 or any other jurisdiction is instituted, taken or
 commenced by or against Lessee or Guarantor, voluntarily
 or involuntarily, and if involuntarily, has not been
 stayed or dismissed within 60 days.

 (g) SUSPENSION OF BUSINESS: Lessee ceases to operate as a
 regularly scheduled air carrier or suspends such operations
 for a period in excess of ninety (90) days other than as a
 result of war, insurrection, acts of terrorism, acts of God
 (such as fires, floods or earthquakes), labor strife or strike
 or regulatory order affecting all similarly situated operators
 of similar aircraft or all aircraft of the same type and
 vintage as the Aircraft; or

 (h) DISPOSAL: Lessee disposes, conveys or transfers all or
 substantially all of its assets, liquidates or dissolves or
 consolidates or merges with any other Person (whether by one
 or a series of transactions, related or not) except as
 permitted in Clause 8.8(c); or

 (i) DELIVERY: Lessee fails to accept delivery of the Aircraft when
 validly tendered pursuant to this Agreement by Lessor; or

 (j) REDELIVERY: Lessee fails to return the Aircraft to Lessor on
 the Final Expiry Date in accordance with Clause 12 and
 Schedule 3, except as otherwise provided in Sub-Clause 12.3;
 or